Common use of Parent Indemnity Clause in Contracts

Parent Indemnity. Parent agrees to indemnify and hold harmless Seller and its affiliates and their respective directors, officers, partners, members, employees, agents, and representatives (each, a “Reckson Party”) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, penalties and taxes (collectively, “Losses”) arising or resulting from, or suffered or incurred by any Reckson Party, in connection with the transactions contemplated by this Agreement (which indemnification shall survive the Closing or other termination of this Agreement), including any Losses resulting, directly or indirectly, from (i) Seller’s exercise of the Call Option (including as a result of any breach by Purchaser of Section 32(c) hereof, or casualty or other damage to the Property during the period from the Closing through the consummation of the Call Option) pursuant to Section 32 hereof (as defined therein), and (ii) any assignment by Purchaser of this Agreement or the Membership Interests. Without limiting the generality of the foregoing, such indemnification obligation shall include any and all Losses incurred by any Reckson Party, or for which any Reckson Party may be liable, in the event that exercise of the Call Option pursuant to Section 32 hereof is not given full effect by any taxing authority as a rescission, including but not limited to the imposition of corporate level tax on Reckson and/or the payment of any deficiency dividend (within the meaning of Section 860(a) of the Code) by Reckson, in each case, as a result, directly or indirectly, of the transactions contemplated by this Agreement (provided that in the event of a payment of a deficiency dividend by Reckson, there shall be no “gross up” of the Loss to reflect any further distribution paid by Reckson in respect of the related indemnity payment). If Parent is obligated to make an indemnity payment to Reckson (or the Operating Partnership) pursuant to this Agreement, Parent shall deposit the amount of such indemnity payment into an escrow. The provisions of Section 7.6 of the Merger Agreement shall apply, mutatis mutandis, with respect to such escrow, provided that (i) Parent shall also be a party to the escrow agreement, and (ii) the escrow agreement shall provide that Purchaser will be treated as the tax owner of all funds held in escrow and any income thereon.

Parent Indemnity. Parent hereby indemnifies each LMC Indemnitee against and agrees to indemnify and hold each of them harmless Seller and its affiliates and their respective directors(without duplication), officers, partners, members, employees, agents, and representatives (each, a “Reckson Party”) from and against any and all (i) Taxes of the Transferred Subsidiaries or that otherwise relate to the Transferred Business or the ownership of the DTV Shares for any Pre-Exchange Period (consistent with the principles of Section 6.4), (ii) liabilities of any Transferred Subsidiary for Taxes of any Person (other than any of the Transferred Subsidiaries) as a result of such Transferred Subsidiary being, or having been, on or before the Closing Date, a member of an affiliated, consolidated, combined or unitary group, pursuant to Treasury Regulations Section 1.1502-6 or any other provision of federal, state, local or foreign Law, (iii) liabilities for Taxes of any Transferred Subsidiary under any Tax Sharing Agreement, (iv) liabilities for Taxes of any Person (other than any of the Transferred Subsidiaries) imposed on any of the Transferred Subsidiaries as a result of their becoming, prior to the Closing, a transferee or successor to any other Person's liabilities, losses(v) Taxes and Damages arising out of or based upon any of the representations and warranties of Parent in this Agreement not being true and correct when made or deemed made, damages(vi) Taxes and Damages arising out of or based upon any breach or nonperformance of any covenant or agreement made or to be performed by Parent in this Agreement, claims(vii) Transfer Taxes allocated to Parent pursuant to Section 2.7, costs(viii) Exchange Taxes allocated to Parent pursuant to Section 2.6, expenses(ix) liabilities of Parent or any of its Affiliates for Taxes of any Person arising out of the GM Transaction or under the GM Agreements, interestand (x) reasonable out-of-pocket legal, awards, judgments, penalties accounting and taxes (collectively, “Losses”) arising or resulting from, or suffered or other advisory and court fees incurred by any Reckson Party, in connection with the transactions contemplated by this Agreement (which indemnification shall survive the Closing or other termination of this Agreement), including any Losses resulting, directly or indirectly, from items described in clauses (i) Seller’s exercise through (ix); provided, however, that notwithstanding clauses (i), (ii), (iv), (v) and (vi) of the Call Option this Section 6.2, Parent shall not be responsible for (including as a result of any breach by Purchaser of Section 32(cx) hereof, or casualty or other damage Exchange Taxes allocated to the Property during the period from the Closing through the consummation of the Call Option) LMC pursuant to Section 32 hereof 2.6, (as defined therein), y) Taxes arising out of or based upon any of the representations and (ii) any assignment by Purchaser warranties of LMC in this Agreement not being true and correct when made or the Membership Interests. Without limiting the generality of the foregoing, such indemnification obligation shall include any and all Losses incurred by any Reckson Partydeemed made, or for which (z) Taxes arising out of or based upon any Reckson Party may be liable, in the event that exercise of the Call Option pursuant to Section 32 hereof is not given full effect by any taxing authority as a rescission, including but not limited to the imposition of corporate level tax on Reckson and/or the payment breach or nonperformance of any deficiency dividend (within the meaning of Section 860(a) of the Code) covenant or agreement made or to be performed by Reckson, LMC in each case, as a result, directly or indirectly, of the transactions contemplated by this Agreement (provided that in the event of a payment of a deficiency dividend by Reckson, there shall be no “gross up” of the Loss to reflect any further distribution paid by Reckson in respect of the related indemnity payment). If Parent is obligated to make an indemnity payment to Reckson (or the Operating Partnership) pursuant to this Agreement, Parent shall deposit the amount of such indemnity payment into an escrow. The provisions of Section 7.6 of the Merger Agreement shall apply, mutatis mutandis, with respect to such escrow, provided that (i) Parent shall also be a party to the escrow agreement, and (ii) the escrow agreement shall provide that Purchaser will be treated as the tax owner of all funds held in escrow and any income thereon.